-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DYdxANoXNn1EJ/wrprgb8BR3Z0pZd9Wp7Ye5Qyulab6Dya4CiDEyAkWbostP5yKD vEkqwePfG/Dbt5gEBhVDGA== 0000351145-02-000034.txt : 20021029 0000351145-02-000034.hdr.sgml : 20021029 20021029141650 ACCESSION NUMBER: 0000351145-02-000034 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERGRAPH CORP CENTRAL INDEX KEY: 0000351145 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 630573222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-09722 FILM NUMBER: 02801196 BUSINESS ADDRESS: STREET 1: 1 MADISON INDUSTRIAL PARK IW2000 CITY: HUNTSVILLE STATE: AL ZIP: 35894-0001 BUSINESS PHONE: 2567302000 MAIL ADDRESS: STREET 1: 290 DUNLOP BLVD CITY: HUNTSVILLE STATE: AL ZIP: 35894-0001 8-A12G/A 1 intergraph8-a_a.txt REGISTRATION OF SECURITIES, PLAIN ENGLISH VERSION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERGRAPH CORPORATION - ------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 63-0573222 - ------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) Intergraph Corporation, One Madison Industrial Park IW 2000, Huntsville, Alabama 35894-0001 - ------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and effective pursuant to General is effective pursuant to Instruction A.(c), please check General Instruction A.(d), the following box. please check the following box. X Securities Act registration statement file number to which this form relates: ___________________ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class to be Name of Each Exchange on Which Registered Each Class is to be Registered - -------------------------------------------------------------------- Common Stock, par value $.10 per share NASDAQ Stock Market - -------------------------------------- -------------------------- Common Stock Purchase Rights NASDAQ Stock Market - -------------------------------------- -------------------------- Securities to be registered pursuant to Section 12(g) of the Act: - -------------------------------------------------------------------- (Title of class) Intergraph Corporation is amending and restating its Registration Statement on Form 8-A relating to its common stock, par value $.10 per share, and its common stock purchase rights in order to describe the securities in "plain English." Item 1. Description of Registrant's Securities to be Registered. Overview The following summary descriptions of our certificate of incorporation, bylaws, common stock, preferred stock and stock purchase rights are not complete. These summaries are qualified by reference to the complete text of our certificate of incorporation, bylaws and rights agreement and the applicable provisions of the Delaware General Corporation Law. Our authorized capital stock consists of 100,000,000 shares of common stock, par value $.10 per share. As of June 30, 2002, there were 57,361,362 shares of our common stock issued and 46,734,105 shares outstanding. Common Stock Voting Rights Each holder of our common stock is entitled to one vote per share in the election of directors and on all other matters submitted to a vote of stockholders. Our common stock does not have cumulative voting rights. Dividends Each share of our common stock has an equal and ratable right to receive dividends as declared by the board of directors out of legally available funds. Liquidation and Dissolution Subject to the rights and preferences of the preferred stock, if any, each share of our common stock is entitled to share equally and ratably in all assets available for distribution to stockholders in the event of our liquidation, dissolution or winding up of operations. Other Rights Holders of our common stock have no right to: + subscribe for any of our securities or maintain their proportionate ownership interest; + covert the stock into any other security; or + require us to redeem the stock. Holders of our common stock are not required to make additional capital contributions. All of our outstanding shares of common stock are fully paid and nonassessable. Stock Purchase Rights Overview We entered into a Rights Agreement dated August 25, 1993 which has been amended and restated pursuant to an Amended and Restated Rights Agreement dated March 5, 2002 (collectively, the "Rights Agreement"). Pursuant to the Rights Agreement, each share of our common stock outstanding as of, and issued after, September 7, 1993 is accompanied by a stock purchase right which entitles the holder to purchase from us one share of our common stock at an initial exercise price of $65 per share, subject to adjustment. Exercisability and Transferability of Rights Currently, the stock purchase rights are not exercisable or transferable apart from our common stock. The stock purchase rights will become exercisable and transferable upon the earlier to occur of: + the close of business on the tenth business day (or such later day as our board of directors may determine) following the first public announcement that a person or group of affiliated or associated persons has acquired or obtained the right to acquire beneficial ownership of 15% (or 10% in the case of an "Adverse Person," as determined by our board of directors) or more of the then outstanding shares of our common stock; and + the close of business on the tenth business day (or such later day as our board of directors may determine) following the commencement of a tender offer or exchange offer that could result in a person or group becoming the beneficial owner of 15% or more of the then outstanding shares of our common stock. Flip-In Rights Upon (i) the acquisition of 15% (or 10% in the case of an "Adverse Person," as determined by our board of directors) of our common stock by a person or group of persons, any stock purchase rights held by such person or group of persons will become null and void. Each other holder of a stock purchase right will have the right to receive, upon exercise, the number of shares of our common stock having a market value immediately prior to the acquisition equal to two times the then current exercise price of the stock purchase right. Flip-Over Rights Once the stock purchase rights become exercisable, if we are acquired in a merger or other business combination or if we sell or transfer more than 50% of our assets or earning power, each holder of a stock purchase right will have the right to receive, upon exercise, the number of shares of the common stock of the surviving entity or acquiring party whose value is equal to two times the then current exercise price of the stock purchase rights. This right may be exercised independent of the right exercisable upon the acquisition of 15% of our common stock by a person or group of persons as described above. Redemption of Rights Our board of directors may vote to redeem the outstanding stock purchase rights, in whole or in part, at a redemption price of $.001 per right, at any time prior to: + the close of business on the tenth day after the public announcement that a person or group of affiliated or associated persons has acquired or obtained the right to acquire beneficial ownership of 15% (or 10% in the case of an "Adverse Person," as determined by our board of directors) or more of the then outstanding shares of our common stock; and + the close of business on March 5, 2012. Exchange of Rights At any time after the later of (i) the acquisition of 15% (or 10% in the case of an "Adverse Person," as determined by our board of directors) or more of our common stock by a person or group of persons as described above, and (ii) any flip-in or flip-over event, our board of directors may exchange the stock purchase rights, in whole or in part, at an exchange ratio of one share of common stock per stock purchase right. However, our board of directors may not effect an exchange if any person or group of persons acquires beneficial ownership of 50% or more of our shares of common stock then outstanding. Amendment of Rights Agreement At any time prior to the stock purchase rights becoming exercisable, we or our board of directors may amend any provisions of the Rights Agreement granting the stock purchase rights without the approval of the holders of our common stock. At any time after the stock purchase rights become exercisable, we or our board of directors may amend the Rights Agreement in any manner consistent with and for the purpose of fulfilling the objectives of the board of directors in originally adopting the Rights Agreement. Stockholder Action Unless otherwise required pursuant to the Delaware General Corporation Law, so long as a quorum is present, stockholders may take action required or permitted by statute at an annual or special meeting by the affirmative vote of the holders of a majority of the shares present at that meeting. Our bylaws permit any action that may be taken at a stockholders' meeting to be taken without a meeting if a written consent is delivered to us, signed by the holders of outstanding stock having not less than the minimum number of votes necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. Special Meetings of Stockholders Our bylaws provide that a special meeting of our stockholders may be called only by our chairman of the board or the board of directors. Only business which is brought before the meeting pursuant to the notice of special meeting shall be conducted at any special meeting. If, pursuant to the notice of special meeting, nominations of persons for election to our board of directors are to be made at the meeting, such nominations may be made: + at the direction of our board of directors, or + by any stockholder who delivered notice of such nomination to our secretary (i) not more than 90 nor less than 60 days prior to the special meeting, or (ii) by the 10th day following the day on which the date of the special meeting and the nominations proposed by our board of directors are announced. Annual Meetings of Stockholders: Advance Notice Requirements for Stockholder Proposals and Director Nominations Our bylaws require stockholders who want to bring business before an annual meeting of stockholders to provide timely written notice to our corporate secretary. A stockholder who desires to make nominations for directors at an annual meeting of stockholders called by the board of directors for the purpose of electing directors also must provide timely written notice to the secretary. In each case, to be timely, the notice must be: + delivered to our principal executive offices not less than 60 nor more than 90 days prior to the first anniversary of the date of the preceding year's annual meeting; or + if the date of the annual meeting is advanced more than 30 days or delayed more than 60 days from the date of the preceding year's annual meeting, delivered to our principal executive officers not earlier than the 90th day prior to the current year's annual meeting and not later than the 60th day prior to such annual meeting or the 10th day after public announcement of such meeting is first made. Our bylaws also specify requirements as to the content of the notice of a stockholder proposal or nomination of a director. These provisions may have the effect of keeping stockholders from bringing matters before annual and special meetings of our stockholders. Reservation of Powers In our certificate of incorporation, we reserve the right, to the extent permitted by statute, to amend, alter, change or repeal any provision of our certificate of incorporation, to merge, to sell our assets or to take any other action. Additionally, pursuant to our certificate of incorporation, our board of directors has the power to adopt, amend or repeal our bylaws. All rights of our stockholders are granted subject to these reservations of power. These provisions may have the effect of allowing the amendment of our certificate of incorporation or our bylaws, including provisions affecting the rights and obligations or our stockholders, without the approval of our stockholders. Authorized But Unissued Shares The authorized but unissued shares of our common stock are available for future issuance by our board of directors without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. Anti-Takeover Effects of Certain Provisions of Delaware Law Some Delaware law provisions may make it more difficult for someone to acquire us through a tender offer, proxy contest or otherwise. Section 203 of the Delaware General Corporation Law provides that, subject to certain stated exceptions, an "interested stockholder" is any person (other than the corporation and any direct or indirect majority-owned subsidiary) and the affiliates and associates of any person who (i) owns 15% or more of the outstanding voting stock of the corporation, or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three- year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder. A corporation may not engage in a business combination with any interested stockholder for a period of three years following the time that such person became an interested stockholder unless: + prior to such time the board of directors of the corporation approved either the business combination or transaction which resulted in the stockholder becoming an interested stockholder; + upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder,the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers and employee stock plans in which participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or + at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. The effect of these provisions may make a change in control of our business more difficult by delaying, deferring or preventing a tender offer or other takeover attempt that a stockholder might consider in its best interest. This includes attempts that might result in the payment of a premium to stockholders over the market price for their shares. These provisions also may promote the continuity of our management by making it more difficult for a person to remove or change the incumbent members of the board of directors. Limitations on Liability and Indemnification of Officers and Directors Our certificate of incorporation provides that, to the fullest extent authorized by the Delaware General Corporation Law, each person who is or was a director, officer, employee or agent of our company and any person who is or was serving in such a capacity for another corporation at the request of our company shall be indemnified against any liability or expense incurred by reason of the fact that the person is or was a director, officer, employee or agent of our company, if the person acted in good faith and in, or not opposed to, our best interests, and, with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful. Our bylaws also contain indemnification provisions similar to and consistent with those described above. To this end, we have entered into an Indemnification Agreement dated June 3, 1997 with the members of our board of directors. Our certificate of incorporation further provides that directors of our company shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty, except for liability for: + any breach of the duty of loyalty to us or our stockholders; + acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; + under Section 174 of the Delaware General Corporation Law;or + any transaction from which the director derived an improper personal benefit. Under Section 145 of the Delaware General Corporation Law, a corporation may indemnify a director, officer, employee or agent of the corporation against liability actually and reasonably incurred if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. In connection with a criminal proceeding, a corporation may indemnify any director, officer, employee or agent who had no reasonable cause to believe his or her conduct was unlawful. However, in actions brought by or in the right of a corporation, the Delaware General Corporation Law allows indemnification of a person adjudged to be liable to the corporation if and only to the extent that a court determines upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. We maintain directors' and officers' liability insurance coverage to insure our directors and officers against liabilities that are not subject to indemnification under our certificate of incorporation. Item 2. Exhibits. Exhibit Description of Exhibit No. 1. Certificate of Incorporation of Intergraph Corporation, as amended (restated electronically for SEC filing purposes) 2. Bylaws of Intergraph Corporation (Incorporated by reference to Exhibit 3.1 to Form 8-K dated April 8, 2002) 3. Specimen Common Stock Certificate 4. Amended and Restated Rights Agreement dated March 5, 2002 between Intergraph Corporation and Computershare Investor Services, LLC as Rights Agent (Incorporated by Reference to Exhibit 4 to Form 8-K dated March 8, 2002) SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. INTERGRAPH CORPORATION October 28,2002 By:/s/James F. Taylor, Jr. _________________________________ James F. Taylor, Jr. Chief Executive Officer EXHIBIT INDEX Exhibit Description of Exhibit No. 1. Certificate of Incorporation of Intergraph Corporation, as amended (restated electronically for SEC filing purposes) 2. Bylaws of Intergraph Corporation (Incorporated by reference to Exhibit 3.1 to Form 8-K dated April 8, 2002) 3. Specimen Common Stock Certificate 4. Amended and Restated Rights Agreement dated March 5, 2002 between Intergraph Corporation and Computershare Investor Services, LLC as Rights Agent (Incorporated by Reference to Exhibit 4 to Form 8-K dated March 8, 2002) EX-3 3 elec_restated-certofinc.txt CERTIFICATE OF INCORPORATION, ELECTRONICALLY RESTATED Restated electronically for SEC Filing purposes CERTIFICATE OF INCORPORATION OF INTERGRAPH CORPORATION, AS AMENDED ARTICLE I Name ---- The name of the corporation is INTERGRAPH CORPORATION. ARTICLE II Registered Agent ---------------- The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle. The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed. ARTICLE III Purpose ------- The corporation shall have the right to engage in any and all lawful businesses for which corporations may be organized under the General Corporation Law of the State of Delaware, including, but not limited to, the design, manufacture, sale, lease and support of complete interactive graphic systems and the performance of engineering and consulting services. ARTICLE IV Capital ------- The aggregate number of shares which the corporation is authorized to issue is 100,000,000 of $.10 par value voting common stock all of the same class and none preferred. ARTICLE V Initial Board of Directors -------------------------- The number of directors constituting the initial board of directors is six and the name and address of each initial director is as follows: Name Address ---- ------- James W. Meadlock One Madison Industrial Park Huntsville, Alabama 35807 Roland E. Brown One Madison Industrial Park Huntsville, Alabama 35807 Nancy B. Meadlock One Madison Industrial Park Huntsville, Alabama 35807 Keith H. Schonrock, Jr. One Madison Industrial Park Huntsville, Alabama 35807 James F. Taylor, Jr. One Madison Industrial Park Huntsville, Alabama 35807 Robert E. Thurber One Madison Industrial Park Huntsville, Alabama 35807 ARTICLE VI Incorporator ------------ The incorporator of this corporation is JOHN R. WYNN, whose address is 404 Madison Street, South, Huntsville, Alabama 35801. ARTICLE VII Powers ------ The corporation shall have all rights and powers granted corporations under the General Corporation Law of the State of Delaware. ARTICLE VIII Special Provisions ------------------ The following special provisions shall apply with respect to this corporation: (a) The Board of Directors shall have the power to adopt, amend or repeal by-laws of the corporation. (b) Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. (c) The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and to merge, sell its assets and take other corporate action to the extent and in the manner now or hereafter permitted or prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. (d) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding to the full extent permitted by the General Corporation Law of the State of Delaware from time to time in effect. The indemnification provided by this provision shall not be deemed exclusive of any other rights to which any such person seeking indemnification may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall enure to the benefit of the heirs, executors and administrators of such person. ARTICLE IX Directors' and Officers' Liability ---------------------------------- and Indemnification ------------------- (a) A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. (b) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, Employee Retirement Income Security Act excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in the following paragraph (c) hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer, (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers. (c) If a claim under paragraph (b) of this Article is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard or conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. (d) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. (e) The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. EX-4 4 specimen_stock-cert.txt COMMON STOCK CERTIFICATE SPECIMEN Specimen Stock Certificate FRONT INTERGRAPH CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 458683 10 9 Is the owner of Full paid non-assessable shares of common stock of the par value of $.10 per share of INTERGRAPH CORPORATION, transferable on the books of the Corporation in person or by Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and registered by the _______________Transfer Agent and Registrar. Witness the facsimile seal of the Corporation ______________ and the facsimile signatures of its duly authorized officers. Dated: Signature ____________ SEAL IN THE Signature______________ Secretary MIDDLE Executive Vice President BACK The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though the were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -____Custodian_____ (Cust) (Minor) under Uniform Gifts to Minors Act ________ (State) Additional abbreviations may also be used though not in the above list. For value received, _____________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER INDENTIFYING NUMBER OF ASSIGNEE ___________________________________ ____________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,INCLUDING ZIP CODE, OF ASSIGNEE) shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ______________Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated_________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. SIGNATURE(S) GUARANTEED: The signatures should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC rule 17AD-15. Legend (Placed vertically on left margin) This certificate also evidences and entitles the holder to certain Rights as set forth in an Amended and Restated Rights Agreement between Intergraph Corporation and Computershare Investor Services, LLC, dated on March 5, 2002 (the "Rights Agreement"), the terms of which are hereby Incorporated herein by reference and a copy which is on file at the principal executive offices of Intergraph Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended or may be evidenced by separate certificates and no longer be evidenced by this Certificate. Intergraph Corporation will mail to the holder of the Certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefore. Under certain circumstances as set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null or void. -----END PRIVACY-ENHANCED MESSAGE-----